exhibit104.htm


    
      

    

     

    Exhibit 10.4


    Daimler

    Truck
Financial

    


    Amendment to Lease Agreement
(Open End)

    


        This Amendment to
Lease Agreement (Open End) ("Amendment") is by and between Daimler Trust, a
Delaware statutory trust ("Creditor") and Covenant Transport, Inc., a Tennessee
corporation, CTG Leasing Company, a Nevada corporation, Southern Refrigerated
Transport, Inc., an Arkansas corporation, Star Transportation, Inc., a Tennessee
corporation (individually and collectively, "Borrower") and amends all Lease
Agreements (Open End) (Form Number TFFF1322) by and between Creditor and
Borrower ("Agreement").  The Agreement shall be amended as
follows:

    


    
      	
               
      

            	
              1.

            	
              Agreement:  Defined
      Terms.  All capitalized terms used herein and not otherwise
      defined herein shall have the meanings set forth in the
      Agreement.  Except as expressly modified hereby, all of the
      terms of the Agreement shall remain in full force and
    effect.

            


    

    


    
      	
               
      

            	
              2.

            	
              Paragraph
      5 shall be modified as follows:

            


    

    


    
      	
               
      

            	
              a.

            	
              Clause
      (a) of the second sentence after "consent," shall be modified to
      add:  "provided, however, Lessee may sublease Equipment in the
      ordinary course of its leasing business without Lessor's consent, provided
      Lessee gives Lessor prior written notice of such sublease;"
      and

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      following sentence shall be added after the last
      sentence:  "Tri-Pak units and Qualcomm units are deemed readily
      removable."

            


    

    


    
      	
               
      

            	
              3.

            	
              Paragraph
      7 shall be modified as follows:

            


    

    


    
      	
               
      

            	
              a.

            	
              Clause
      (3) shall be deleted in its entirety and replaced with the following
      language: "the Stipulated Loss Amount established by Lessor and specified
      in the Stipulated Loss Schedule".

            


    

    


    
      	
               
      

            	
              4.

            	
              In
      Paragraph 8, the following sentence shall be added after the last
      sentence:  "Lessee agrees to give Lessor prior written notice in
      the event Lessee changes its business name or form, or merges into any
      other entity.

            


    

    


    
      	
               
      

            	
              5.

            	
              Paragraph
      11 shall be modified as follows:

            


    

    


    
      	
               
      

            	
              a.

            	
              Clause
      (e) shall be deleted in its
entirety;

            


    

    


    
      	
               
      

            	
              b.

            	
              Clause
      (h), after "guarantor of Lessee," shall be modified to add "in favor of
      Lessor;" and

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      following language shall be added at the end of the
      sentence:  ", provided Lessor first gives written notice to
      Lessee, and Lessee fails to cure within thirty (30) days of receipt of
      notice."

            


    

    


    
      	
               
      

            	
              6.

            	
              Paragraph
      12 shall be modified as follows:

            


    

    


    
      	
               
      

            	
              a.

            	
              Clause
      (3) shall be deleted in its entirety and replaced with the following
      language:  "the Stipulated Loss Amount established by Lessor and
      specified in the Stipulated Loss
Schedule".

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Daimler

    Truck
Financial

    


    


    
      	
               
      

            	
              7.

            	
              Paragraph
      14 shall be modified as follows:

            


    

    


    
      	
               
      

            	
              a.

            	
              Clause
      (3) shall be deleted in its entirety and replaced with the following
      language:  "the Stipulated Loss Amount established by Lessor and
      specified in the Stipulated Loss
Schedule".

            


    

    


    
      	
               
      

            	
              b.

            	
              In
      the third sentence, all language after "Lease Term" shall be replaced with
      "will be equal to the stated residual
value."

            


    

    


    
      	
               
      

            	
              8.

            	
              In
      Paragraph 18, the following language shall be deleted from clause (c);
      "including insurance proceeds and refunds of insurance
      premiums"

            


    

    


    
      	
               
      

            	
              9.

            	
              Except
      as modified herein, the terms of the Agreement shall remain in full force
      and effect.

            


    

    


    Dated
this 30 day of June, 2008

    


    
      	
              Covenant Transport,
      Inc., a Tennessee corporation

            	
              CTG Leasing Company, a
      Nevada corporation

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/
      M. David Hughes

            	
              By:

            	
              /s/
      M. David Hughes

            
	
              Its:

            	
              Senior
      Vice President

            	
              Its:

            	
              Senior
      Vice President

            
	 
      	 
      	 
      	 
      
	
              Southern Refrigerated
      Transport, Inc., an Arkansas
      corporation

            	
              Star Transportation,
      Inc., a Tennessee corporation

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	
              /s/
      M. David Hughes

            	
              By:

            	
              /s/
      M. David Hughes

            
	
              Its:

            	
              Senior
      Vice President

            	
              Its:

            	
              Senior
      Vice President

            
	 
      	 
      	 
      	 
      
	
              Daimler Trust, a
      Delaware statutory trust

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              By:

            	 
      /s/ Michael D. Fate	 
      	 
      
	
              Its:

            	 
      Regional Credit Manager	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


     

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10-Q